Publication of the Scheme Document

Summary by AI BETAClose X

Animalcare Group PLC has published its Scheme Document detailing the recommended acquisition by CCP Paw 2 Limited, a subsidiary of Charterhouse Capital Partners LLP. The acquisition, to be implemented via a scheme of arrangement, requires approval from Scheme Shareholders at a Court Meeting and Animalcare Shareholders at a General Meeting, both scheduled for June 8, 2026. The Animalcare Directors unanimously recommend the acquisition, considering its terms fair and reasonable, and have undertaken to vote in favour of the scheme for their aggregate 16,118,007 shares, representing approximately 23.3% of the issued ordinary share capital. The scheme is expected to become effective in the third calendar quarter of 2026, after which Animalcare's admission to trading on AIM will be cancelled.

Disclaimer*

Animalcare Group PLC
12 May 2026
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

12 May 2026

RECOMMENDED ACQUISITION

of

ANIMALCARE GROUP PLC ("Animalcare")

by

CCP PAW 2 LIMITED ("Bidco")

(a wholly-owned subsidiary of funds managed or advised by Charterhouse Capital Partners LLP)

 

to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006

 

Publication of the Scheme Document and expected timetable of principal events

Introduction

On 16 April 2026, the boards of Animalcare and Bidco announced that they had reached agreement on the terms and conditions of a recommended acquisition pursuant to which Bidco will acquire the entire issued, and to be issued, share capital of Animalcare (the "Acquisition").

The Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement between Animalcare and the Scheme Shareholders under Part 26 of the Companies Act (the "Scheme").

Capitalised terms used in this announcement, unless otherwise defined, have the meaning given to them in the Scheme Document.

Publication of the Scheme Document

Animalcare is pleased to announce that it has today published a shareholder circular in relation to the Scheme (the "Scheme Document") setting out, amongst other things, a letter from the Non-Executive Chair of Animalcare, an explanatory statement pursuant to section 897 of the Companies Act, the full terms and conditions of the Acquisition and the Scheme, a summary of the Alternative Offer, an estimate of the value of each Aggregator Interest, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by Animalcare Shareholders.

The Scheme Document is available (subject to certain restrictions relating to persons in Restricted Jurisdictions) on Animalcare's website at https://www.animalcaregroup.com/investors/recommended-offer-by-ccp-paw-2-limited/. The contents of Animalcare's website are not incorporated into, and does not form part of, this announcement.

Hard copies of the Scheme Document (or, depending on Animalcare Shareholders' communication preferences, a letter or email giving details of the website where the Scheme Document may be accessed) and Forms of Proxy for the Court Meeting and General Meeting and Form of Election (for certificated holders) are being posted to Animalcare Shareholders subject to certain restrictions relating to persons resident in or located in Restricted Jurisdictions. The Scheme Document will also be made available, for information only, to participants in the Animalcare Share Plan and persons with information rights.

Action Required

As further described in the Scheme Document, before the Court is asked to sanction the Scheme and in order for the Scheme to become Effective, the Scheme will require: (i) the approval of a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy at the Court Meeting, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders present and voting at the Court Meeting; and (ii) the passing of the Special Resolution by the requisite majority of Animalcare Shareholders at the General Meeting. The Scheme is also subject to the satisfaction or (where applicable) waiver of the Conditions and further terms that are set out in the Scheme Document.

The Court Meeting and the General Meeting are to be held at the offices of Squire Patton Boggs (UK) LLP at 60 London Wall, London, EC2M 5TQ on 8 June 2026. The Court Meeting is scheduled to commence at 10.30 a.m. and the General Meeting is scheduled to commence at 10.45 a.m. (or as soon thereafter as the Court Meeting concludes or is adjourned). Notices of the Court Meeting and the General Meeting are set out in Parts Twelve and Thirteen, respectively, of the Scheme Document.

Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to Animalcare Shareholders before the relevant Meetings, by an announcement through a Regulatory Information Service.

It is important, for the Court Meeting in particular, that as many votes as possible are cast (whether in person or by proxy) so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders. Scheme Shareholders and Animalcare Shareholders are therefore strongly advised to sign and return their Forms of Proxy (by post) or transmit a proxy appointment and voting instruction (electronically online via the relevant Investor Centre or the CREST Electronic Proxy Appointment Service for the Court Meeting) as soon as possible and, in any event, by no later than 10.30 a.m. on 4 June 2026 in respect of the Court Meeting and 10.45 a.m. on 4 June 2026 in respect of the General Meeting in accordance with the instructions set out in the Scheme Document and the Forms of Proxy. Institutional investors may also be able to appoint a proxy electronically via the Proxymity platform. Instructions in relation to voting and the completion of the Forms of Proxy are included in the Scheme Document. Scheme Shareholders and Animalcare Shareholders are also strongly encouraged to appoint "the Chair of the meeting" as their proxy.

Animalcare Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Recommendation

The Animalcare Directors, who have been so advised by Stifel as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. In providing their advice to the Animalcare Directors, Stifel has taken into account the commercial assessments of the Animalcare Directors. Stifel is providing independent financial advice to the Animalcare Directors for the purposes of Rule 3 of the Takeover Code.

The Animalcare Directors consider the Acquisition to be in the best interests of Animalcare and Animalcare Shareholders as a whole. Accordingly, the Animalcare Directors unanimously recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and Animalcare Shareholders vote in favour of the Special Resolution at the General Meeting as the Animalcare Directors have irrevocably undertaken to do in respect of their own beneficial holdings of Animalcare Shares (and those Animalcare Shares over which they have control), being, in aggregate, 16,118,007 Animalcare Shares (representing approximately 23.3 per cent. of the existing issued ordinary share capital of Animalcare) as at the Latest Practicable Date.

Expected timetable of principal events

An expected timetable of principal events for the Scheme is set out in the Scheme Document and is also reproduced in the appendix to this announcement. Subject to the requisite approval of Scheme Shareholders at the Court Meeting and of Animalcare Shareholders at the General Meeting, the satisfaction or waiver (if capable of waiver) of the other Conditions set out in the Scheme Document and the sanction of the Scheme by the Court at the Sanction Hearing, the Scheme is currently expected to become Effective in the third calendar quarter of 2026. Animalcare will make further announcements as appropriate with such announcements being available on Animalcare's website at https://www.animalcaregroup.com/investors/recommended-offer-by-ccp-paw-2-limited/.

Cancellation of admission to trading on AIM of Animalcare Shares

Prior to the Effective Date, it is intended that an application will be made to the London Stock Exchange for admission of the Animalcare Shares to trading on AIM to be cancelled with effect shortly following the Effective Date. The last day of dealings in Animalcare Shares on AIM is expected to be one Business Day following the date of the Sanction Hearing.

Information for Animalcare Shareholders and helpline

If you have any questions relating to this announcement or the completion and return of your Forms of Proxy, please contact Animalcare's registrar, MUFG Corporate Markets, on 0371 664 0321 (or +44 371 664 0321 from overseas). Calls are charged at the standard geographic rate and will vary by provider. Calls to the Shareholder Helpline from outside the UK will be charged at applicable international rates. The Shareholder Helpline is open between 9:00 a.m. and 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that MUFG Corporate Markets cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Enquiries


Animalcare

Jennifer Winter (Chief Executive Officer)

Chris Brewster (Chief Financial Officer)
Media/Investor Relations

+44 (0) 1904 487 687

 

communications@animalcaregroup.com

Alma Strategic Communications (PR Adviser to Animalcare)

Caroline Forde

Kinvara Verdon

Rose Docherty

+44 (0) 20 3405 0205

animalcare@almastrategic.com

Stifel Nicolaus Europe Limited (Financial Adviser, Rule 3 Adviser, Nominated Adviser and Joint Broker to Animalcare)

Ben Maddison

Charles Hoare

Jason Grossman

Francis North

Ben Good

Kate Hanshaw

+44 (0) 20 7710 7600

 

Panmure Liberum (Joint Broker to Animalcare)

Emma Earl

Freddy Crossley

Rupert Dearden

+44 (0) 20 7886 2500

Charterhouse


Haitham Nasri (Partner)

Stephan Morgan (Partner)

+44 (0) 20 7334 5300

Rothschild & Co (Financial Adviser to Charterhouse and Bidco)

Julian Hudson

Dimitrios Iroidis   

Ashley Southcott

+44 (0) 20 7280 5000

Prosek (PR Adviser to Charterhouse)

Matthieu Roussellier

Kate Pledger

pro-charterhouse@prosek.com


Allen Overy Shearman Sterling LLP is acting as legal adviser to Charterhouse and Bidco. Squire Patton Boggs (UK) LLP is acting as legal adviser to Animalcare.

Important Notices

This announcement is for information purposes only. It does not constitute an offer or form part of any offer or an invitation to purchase, subscribe for, sell or issue, any securities or a solicitation of any offer to purchase, subscribe for, sell or issue any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement does not comprise a prospectus or a prospectus exempted document. The Acquisition will be made solely by means of the Scheme Document (or, if the Acquisition is, with the consent of the Takeover Panel, implemented by way of an Offer, the Offer Document) which contains the full terms and Conditions of the Acquisition, including details of how to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting.

Financial advisers

Stifel, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Animalcare and no-one else in connection with the Acquisition and other matters referred to in this announcement and will not be responsible to anyone other than Animalcare for providing the protections afforded to clients of Stifel nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement. Neither Stifel nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Stifel in connection with this announcement.

Panmure Liberum, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Animalcare and no-one else in connection with the Acquisition and other matters referred to in this announcement and will not be responsible to anyone other than Animalcare for providing the protections afforded to clients of Panmure Liberum nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement. Neither Panmure Liberum nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure Liberum in connection with this announcement.

Rothschild & Co, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Bidco and Charterhouse in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than Bidco and Charterhouse for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this announcement. Neither Rothschild & Co, nor any of its subsidiaries, branches or affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this announcement.

Overseas shareholders

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulation. No action has been taken by Animalcare or Bidco to obtain any approval, authorisation or exemption to permit the possession or distribution of this announcement in any jurisdiction, other than in the United Kingdom.

The implications of the Scheme and the Acquisition for Overseas Shareholders may be affected by the laws and/or regulations of jurisdictions outside the United Kingdom. Overseas Shareholders should inform themselves about, and observe, any applicable legal or regulatory requirements. It is the responsibility of any Overseas Shareholders to satisfy themselves as to the full observance of the laws and regulations of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes or duties or payments due in such jurisdiction. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in, into or from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

This announcement has been prepared for the purposes of complying with English law, the Takeover Code, the rules of the London Stock Exchange and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

Further details in relation to Overseas Shareholders are set out in the Scheme Document.

Notice to US holders of Animalcare Shares

Neither the United States Securities and Exchange Commission nor any other US federal or state securities commission or regulatory authority has reviewed, approved or disapproved this announcement, any of the proposals described in this announcement or passed an opinion on the accuracy or the adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

The Acquisition relates to shares of an English company and is being effected by means of a scheme of arrangement under the laws of England and Wales. The scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules. Bidco reserves the right, subject to the consent of the Takeover Panel to implement the Acquisition by means of a Takeover Offer, as an alternative to the Scheme. If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such an Offer would be made in the United States by Bidco and no one else. In addition to any such Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Animalcare outside such Offer during the period in which such Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside of the United States and would comply with applicable law and regulation, including the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website www.londonstockexchange.com.

The Aggregator Interests which may be issued under the Alternative Offer have not been and will not be registered under the Securities Act, or under the relevant securities laws of any state or territory of the US. Accordingly, the Aggregator Interests may not be offered or sold in the US, except in a transaction not subject to, or in reliance on an applicable exemption from, the registration requirements of the Securities Act and any applicable state securities laws. It is anticipated that any Aggregator Interests issued pursuant to the Alternative Offer will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof ("Section 3(a)(10)"). Section 3(a)(10) exempts securities issued in specified exchange transactions from the registration requirement under the Securities Act where, among other things, the fairness of the terms and conditions of the issuance and exchange of such securities have been approved by a court or governmental authority expressly authorised by law to grant such approval, after a hearing upon the fairness of the terms and conditions of the exchange at which all persons to whom the Aggregator Interests are proposed to be issued have the right to appear; and receive adequate and timely notice thereof.

The receipt of cash pursuant to the Acquisition by a direct or indirect US holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Animalcare Shareholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him or her.

 

It may be difficult for US Animalcare Shareholders to enforce their rights and claims arising out of US federal securities laws, since Bidco and Animalcare are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US Animalcare Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Charterhouse, Bidco or its nominees and brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase shares or other securities  in Animalcare outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or the Scheme becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the United Kingdom, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

No profit forecasts or estimates or quantified financial benefits statements

No statement in this announcement is intended as a profit forecast or estimate for any period or a quantified financial benefits statement and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Bidco or Animalcare, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Bidco or Animalcare, as appropriate.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Cautionary note regarding forward looking statements

This announcement may contain certain statements which are, or may be deemed to be, forward looking statements with respect to the financial condition, results of operations and business of Animalcare or the Animalcare Group and Bidco, or the Bidco Group and certain plans and objectives of the Animalcare Board and the Bidco Board. These forward looking statements can be identified by the fact that they do not relate to historical or current facts. Forward looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the Animalcare Board and the Bidco Board in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward looking statements involve risk and uncertainty and the factors described in the context of such forward looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward looking statements.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Except as required by the Takeover Panel, the FCA, the London Stock Exchange,the AIM Rules, or any other applicable law and/or regulation, Animalcare and Bidco assume no obligation to update or correct the information contained in this announcement.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended from time to time) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser if you are taking advice in a territory outside the United Kingdom.

Electronic communications

Animalcare Shareholders and participants in the Animalcare Share Plan should note that addresses, electronic addresses and certain other information provided by them and other relevant persons for the receipt of communications from Animalcare may be provided to Bidco during the Offer Period as required under section 4 of Appendix 4 to the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on websites and availability of hard copies

Pursuant to Rule 26.1 of the Takeover Code, a copy of this announcement and other documents in connection with the Acquisition will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at Bidco's and Animalcare's websites at https://paw.charterhouse.co.uk/ and https://www.animalcaregroup.com/investors/recommended-offer-by-ccp-paw-2-limited/ respectively promptly following the publication of this announcement and in any event by no later than 12 noon on the business day following this announcement until the end of the Offer Period.

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.

In accordance with Rule 30.3 of the Takeover Code, Animalcare Shareholders, participants in the Animalcare Share Plan and persons with information rights may, subject to applicable securities laws, request a hard copy of the Scheme Document and any information incorporated into it by reference to another source, free of charge, by contacting the Company's registrars, MUFG Corporate Markets ("MUFG"). MUFG can be contacted by telephone on 0371 664 0321 (or +44 (0)371 664 0321 from overseas) or by submitting a request in writing to MUFG Corporate Markets, Corporate Actions, Central Square, 29 Wellington Street, Leeds, LS1 4DL, with an address to which the hard copy may be sent. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales).

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Time

All references to time in this announcement are to London time, unless otherwise stated.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

Event

Time and/or date

Latest time for lodging Forms of Proxy and registering proxy appointments:

Court Meeting (blue Form of Proxy)

10:30 a.m. on 4 June 2026

General Meeting (white Form of Proxy)

10:45 a.m. on 4 June 2026

Voting Record Time for the Court Meeting and General Meeting

6:00 p.m. on 6 June 2026

10:30 a.m. on 8 June 2026

General Meeting

10:45 a.m. on 8 June 2026

The following dates are indicative only and are subject to change:

Reinvestment Election Date for the Form of Election (green form for certificated holders) and settlement of TTE Instructions (for CREST holders)

5:00 p.m. on D - 7 days

Sanction Hearing to sanction the Scheme

As soon as reasonably practicable
after Bidco confirms the satisfaction
or waiver of the Conditions ("D")

Last day of dealings in, and for registration of transfers of, Animalcare Shares

D + 1 Business Day

Scheme Record Time

6:00 p.m. on D + 1 Business Day

Disablement of CREST in respect of Animalcare Shares

6:00 p.m. on D + 1 Business Day

Dealings in Animalcare Shares suspended

7:30 a.m. on D + 2 Business Days

Effective Date

D + 2 Business Days

Cancellation of admission to trading of Animalcare Shares on AIM

7:30 a.m. on D + 3 Business Days

Latest date for despatch of cheques and crediting of CREST for cash consideration due under the Scheme and issue of Aggregator Interests in under the Alternative Offer 

Within 14 days of
the Effective Date

Long Stop Date

16 October 2026

 

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